Terms of Use

When you access our website, you agree to our terms and
conditions, so please take a few moments to read these Terms of Use. By using our website, you
are entering into a legally binding agreement. Please read these terms and conditions carefully
before you start to use our website. You may wish to print a copy of these Terms of Use for your future reference.

Section A - General

General

These Terms of Use, together with the documents referred to within, regulate the
use of our Website and define the legally binding terms on which you access,
browse, register or otherwise use the Website and receive the services, (the
"Services​"). The Terms of Use apply to all users of the Website, including without
limitation unauthenticated users, registered (authenticated) users ("Customers"), registered sellers
("Producers"), users who have registered to set up a local Market
("Hosts") and contributors of any content, material, information or services on the
Website.

By using our Website in any manner, you confirm that you accept these Terms of
Use and that you agree to comply with and be bound by them. You understand that
breach of any of these Terms of Use may result in your rights to use the Services on
the Website being restricted, suspended or withdrawn.

If you do not agree to these Terms of Use, you will not have access to the Website or use of the Services.

We may amend these Terms of Use at any time by amending this page. When changed, registered Customers
will be required to accept the new Terms of Use before being able to continue use of the website. These Terms of Use were
last updated on 31/10/2018.

Other Applicable Terms
These Terms of Use also refer to the following additional terms, which also apply to your use of
our Website, as well as any other operating rules, policies or procedures that may be published
from time to time on the Website, each of which is incorporated into these Terms of Use by
reference and each of which may be updated by us from time to time:

For every User of the Website, the Data Privacy Policy relating to the processing of
personal data by the Company and the use of cookies on the Website, which
accompany these Terms of Use, take precedence over them in the event of any
conflict (the "Data Privacy Policy​").

About

The Website is a site owned and operated by NeighbourFood Ltd., a private limited
company registered in Ireland with a company registration number of 621051, and
registered address of The Rosary, 4 Ballincurrig, Douglas Road, Cork, Ireland (the "Company​", "We​", "Us​").

The Website is an online marketplace allowing users who comply with our Terms of
Use to create and manage, or simply join an online community which is set up and
organised by a Host, in order to trade in groceries and
other everyday items (the "Products​"). Once registered, users can create personal
profiles and use other services on the Website.
Hosts are responsible for overseeing the sales facilitated by the Market
(the "Sales​") and coordinating the delivery of the Products ordered on the Website
(including setting the dates and delivery locations).

The purpose of a Market is to establish a direct link between the suppliers of
Products (the "Producers"), who wish to sell their Products through an alternative
outlet to consumers.

We operate the platform and implement the tools and technical means to enable this
relationship, but any contract for sale is made directly between the Customer and the
Producer. We do not have possession of any Products offered for sale and are not
directly involved in the transactions between Customers and Producers. The
Company is not part of the contract of sale between Customers and Producers, nor
any other contract concluded between Users of the Website. The Company accepts
no liability for any issues which may arise during the conclusion of these contracts.

We do not review Producers’ offers or content on the Website. We have no control
over and do not guarantee the existence, quality, safety or legality of Products
advertised; the truth or accuracy of Producer’s offers, the ability of
Producers to provide the Products; the ability of Customers
to pay for Products; or the fulfilment of transactions, the smooth functioning of Collections,
or the proper implementation of the contracts entered into between Customers and
Producers. We do not provide a guarantee to Market
Hosts or Producers regarding market outlets or the volume
of customers, and shall not be liable to Market Hosts or
Customers for any guarantee regarding the number and the diversity of
Producers.

We do not provide any undertaking regarding,

the compliance of Orders with applicable laws and regulations;

the compliance of Products with applicable laws and regulations, including their preparation and/or labelling;

the conformity of delivered Products with the terms of the contract and the existence of possible hidden defects;

the risks linked to transporting, storing, conserving and delivering the Products; or

the compliance with hygiene and maintenance rules in regard to the Distribution site.

We cannot give any undertaking, that Products and/or services you purchase from
Producers through the Website will be of satisfactory quality, and this and any other
such warranties (whether expressed or implied) are disclaimed by us absolutely to the
fullest extent permitted by law. This disclaimer does not affect your statutory rights
against a Producer. Where you Order goods and/or services through the Website
we may disclose your customer information related to that transaction to the
relevant Producer.

Accessing our Website and Services

Our Website is made available free of charge to all users, save that the Company
and the Market Hosts are paid through commission
paid for by the Producers.

We do not guarantee that our Website, any Content or any of the Services, will
always be available or be uninterrupted, or fault-free. Access to our Website is
permitted on a temporary basis and we may suspend, withdraw, discontinue or
change all or any part of our Website without notice at any time. We will not be liable
to any user of the Website if for any reason the Website is unavailable at any time or
for any period. Please note that content on our Website may be out of date at any
given time and we are under no obligation to update it.

We do not guarantee that our Website, or any Content on it will be free from errors
or omissions.

You are responsible for making all arrangements necessary to have access to our
site and are responsible for ensuring that all persons who access the Website
through your internet connection are aware of these Terms of Use and other
applicable terms and conditions, and that they comply with them.

Membership and Registration

Our Services are available only to, and may only be used by, individuals who are 18
years and older and who can form legally binding contracts under applicable law.
You represent and warrant that you are at least 18 years old and that all registration
information you submit is accurate and truthful.

Users who fulfil the requirements above and wish to join a Market must first
register an account to become a Customer of the Website ("Account​"), in accordance
with clause 6.3 below, by completing all required fields on the Website registration
form found here:
https://www.neighbourfood.ie/join. Users, whether or not already
a Customer, can also apply to become a Market
Host or Producer, in accordance
with the terms set out in the Terms of Use for Hosts and Producers,
found here:
https://www.neighbourfood.ie/terms-of-use-for-hosts-and-producers
.

In order to register for an Account, you must provide an email address and secure password,
which you may update at any time via the Website. You are solely responsible for keeping your log
in details (including your password) confidential and must not disclose it or share it with anyone.
You will be responsible for all activity and Orders that take place using your log in details. In
the event of theft, loss, fraud or unauthorized use of a user’s password or account,
you must contact us immediately at
support@neighbourfood.ie. In such
circumstances, we reserve the right to take any measures we deem appropriate.

Where we have reason to suspect or believe that there has or is likely to be a
security breach or other misuse of the Website, we reserve the right to change your password
to ensure that your account is no longer compromised.

As a user, you:

represent and undertake that all Account information provided is accurate,
up to date, honest and not misleading;

commit to updating your Account information as and when it changes; and

accept sole responsibility for any direct or indirect adverse consequences
caused by the inaccuracy of this information or failure to update this
information.

The information submitted to create or update an Account constitutes a proof of
your identity. We reserve the right to verify, at any time, the accuracy of the
information provided and to ask you for any additional documentation or
information for the purpose of identity verification.

How to de-register

You can at any time decide to terminate your membership of a Market and/or
change a Market, through the Markets Page in your Account.

In addition, you can de-register from the Website at any time by sending an email to
support@neighbourfood.ie.
We will send you confirmation that your account
has been cancelled, after which point you will no longer have access to the
Services. Orders placed before unsubscribing will nevertheless be carried out and
you will be bound by the terms and conditions of the Order as if you were a
Customer, until the Order is completed.

Payments on our Website

All payments made on the Website are processed by a third party payment handler,
Mangopay, 10 Boulevard Royal, L-2449 Luxembourg, listed under company number
B173459, a registered e-money company which provides services for
the issuing, use and management of e-money ("Payment Service​"). In Order to buy and sell
Products advertised on a Market, Customers must register and create an
electronic wallet account ("e-wallet"), with the Payment Service. Payment cards used for purchasing items on the Website
will be saved by our Payment Service
Mangopay but you will be able to remove any saved payment card details via your account
section.

By having an Account, users agree to be bound by the Terms and Conditions of the
Payment service
https://www.neighbourfood.ie/docs/MANGOPAY_Terms-EN.pdf
(or in the UK https://www.neighbourfood.co.uk/docs/MANGOPAY_Terms-EN.pdf).
In the event of any conflict between the Terms and Conditions of the Payment Service on the one hand,
and these Terms of Use and/or the Terms of Use for Hosts and
Producers on the other, the latter
will take precedence, with the exception of where applicable law demands the
application of the Terms and Conditions of the Payment Service.

The Payment Service is solely responsible for these transactions.

Uploading Content onto our Website

Whenever you make use of a feature that allows the upload of content of any nature
(including written, visual, audio, video or other content, including any offer of
Products made by Producers) ("Content​") to our Website, you must comply with the rules
set out in these Terms of Use.

You are solely responsible for all
Content you choose to upload to the Website, which means that if you provide
Content in breach of these terms, you may be required to compensate anyone who
suffers as a result. Accordingly, you must ensure to respect the usual rules of
moderation, politeness, and cordiality with regard to any interaction with other users
or exchange of Content on the Website.

You must not use the Website to knowingly harass, threaten, intimidate, blackmail
or otherwise abuse another user and if someone asks you not to contact them
again, you must not contact them via the Website again.

You must not use messages to send unsolicited advertising or promotions, requests
for donations or "spam", or pass on email addresses or any other information on to
third parties.

You undertake to us that you possess all the rights and authorisations necessary for
the publication of any Content uploaded onto the Website and that the Content does
not infringe any third party intellectual property rights. In the event that we receive a
complaint in respect of any content posted by you it shall be your sole responsibility
to deal with such a complaint and to compensate us for any loss suffered. We
reserve the right to remove any such content immediately and/or provide your
identity to any third party who is claiming that any such content contitutes a violation
of their intellectual property rights, or rights to privacy.

You grant us a non-exclusive, perpetual, irrevocable, royalty-free, fully
sub-licensable and transferable right to use, reproduce, modify, adapt, publish,
translate, create derivative works from, distribute, and display such licence to use
the Content you add to our Website, throughout the world in any media, including,
for example, for our campaigning purposes or marketing materials. We will not use
your Content for marketing or publicity purposes without first contacting you for your
permission.

You agree to allow the Company to store or re-format your Content on the Website
and display your content on the Website in any way we choose. We will only use
personal information in accordance with our Data Privacy Policy.

You agree only to publish Content that is lawful, does not harm public Order,
decency or the rights of a third party, does not violate any law or regulation and
more generally, which is not likely to expose us to civil or criminal liability.

We act only as a hosting service provider and have no knowledge or control of the
Content published by users in the context of the Services. Views expressed by
individuals on our Website do not represent the views of the Company. We do not
moderate, select, verify or control in any way the Content and we accept no liability
for the Content posted by third parties. All complaints must be directed in the first
instance to the author of the Content in question or the Market Host.
You may, however notify us of any Content related complaints at
support@neighbourfood.ie.

Prohibited Use of the Website

You must not use the Website for disseminating any of the following Content (this
list is not exhaustive):
- Content which is unlawful, harassing, pornographic, obscene, indecent,
shocking, abusive, threatening, inappropriate for family viewing, vulgar,
libellous, defamatory, injurious, violent, racist, xenophobic, or Holocaust
denying;
- dishonest, misleading Content, or Content which offers or promotes
unlawful, fraudulent or dishonest activities;
- material that encourages conduct that constitutes a criminal offence, results
in civil liability or otherwise breaches any relevant laws, regulations or code
of practice;
- Content which is harmful to the IT systems of third parties (such as viruses,
worms, Trojan Horses etc.); or
- more generally, Content which is likely to violate the rights of a third party
(including intellectual property rights, image rights, etc.) or to be prejudicial
to third parties, in any manner or form.

In addition, you must not use the Website for any of the following purposes (this list
is not exhaustive):

transmitting material containing any form of advertising or promotion for
goods and services, junk mail, chain letters or "spam";

gaining unauthorised access to other computer systems;

interfering with any other person’s use or enjoyment of the Website;

impersonating another person or otherwise mislead as to the origin of
Content;

the carrying out of illegal or fraudulent activities, or any activity violating the
rights or safety of third parties;

the violation of public Order or of applicable laws and regulations;

intrusion of a third party’s IT system, or any activity likely to harm, control,
interfere with or intercept part or all of a third party’s IT system, or to violate
its integrity or safety;

manipulations aimed at improving the indexing of a third party website;

the collection and aggregation of any information present on the Website
without the Company’s expressly given authorisation;

the assistance or incitement, in any manner or form, of one or several of the
aforementioned acts and activities; or

more generally, any practice aiming to divert the Services to purposes other
than those for which they have been created.

It is strictly forbidden for Users to copy and/or divert for their own purposes or those
of a third party the concept, technologies or any other element of the Website.

Equally strictly forbidden are: (i) all behaviours likely to interrupt, suspend, slow or
impede the Services’ continuity; (ii) all intrusions or attempts to intrude into the
Company’s systems; (iii) all actions likely to divert the resources of the Website; (iv)
all actions likely to impose a disproportionate burden on the Website’s
infrastructures; (v) all violations of security or authentication measures; (vi) all acts
likely to violate the rights and financial, commercial, or moral interests of the
Company or of the Website’s Users; (vii) all actions aimed at suppressing, hiding or
displacing the advertisements or promotional messages found on the Website; and
(viii) any breaches of these general terms and conditions.

It is strictly forbidden to trade, sell or grant all or part of the access to the Services
or to the Website, as well as to the information which is hosted and/or shared on it.

You warrant that any Content you upload and your use of the Website complies
with the standards set out in these Terms of Use, and you will be liable to us and
indemnify us for any breach of that warranty. If you are a consumer user, this
means you will be responsible for any loss or damage we suffer as a result of your
breach of warranty.

Intellectual Property

We are the owner of all intellectual property rights in the Website and any materials
published on it. These rights are protected by copyright laws and treaties around the
world. All such rights are reserved. You may only access and use the materials for
personal use and you may not otherwise reproduce, distribute, publicly perform,
publicly display, modify or create derivative works of the materials (or authorise
others to) for commercial gain, without a licence to do so from us.

We own or are the licensee of all rights, titles, interests, in and to the Website,
including all rights under patents, copyrights, data base rights, design rights, trade
secrets, trademarks, and any and all other proprietary rights, including all
applications, renewals, extensions and restorations thereof. Any disassembling,
decompilation, decryption, extraction, re-use, copying, or more generally any act of
reproduction, representation, transmission or use of any of these elements, in part
or in whole, without the authorisation of the Company is strictly forbidden and may
be subject to legal action.

No reliance

The Content on the Website is provided for general information only and is not
intended to amount to advice on which you should rely. Although we make
reasonable efforts to update the information on our site, we make no representation,
warranty or guarantee, whether express or implied, that the content on our site is
accurate, complete or up-to-date and you acknowledge that any reliance on such
information will be at your own risk.

We have no obligation to verify the content of such information or to edit any such
information provided by third parties.

Limitation of Liability

Nothing in these Terms of Use excludes or limits our liability for death or personal
injury arising from our negligence, or our fraud or fraudulent misrepresentation, or
any other liability that cannot be excluded or limited by Irish law.

To the extent permitted by law, we exclude all conditions, warranties,
representations or other terms which may apply to our site or any content on it,
whether express or implied.

We will not be liable to any user for any loss or damage, whether in contract, tort
(including negligence), breach of statutory duty, or otherwise, even if foreseeable,
arising under or in connection with:
- use of, or inability to use, our Website; or
- use of or reliance on any Content displayed on our Website.

In respect of Producers and Market Hosts
only, please note that in particular, we will not be liable for:

loss of profits, sales, business, or revenue;

business interruption;

loss of anticipated savings;

loss of business opportunity, goodwill or reputation; or

any indirect or consequential loss or damage.

If you are a consumer user, please note that we only provide our Website for
domestic and private use. You agree not to use our site for any commercial or
business purposes, and we have no liability to you for any loss of profit, loss of
business, business interruption, or loss of business opportunity.

We will not be liable for any loss or damage caused by a virus, distributed
denial-of-service attack, or other technologically harmful material that may infect
your computer equipment, computer programs, data or other proprietary material
due to your use of our Website or to your downloading of any content on it, or on any
website linked to it.

We assume no responsibility for the content of websites linked on our Website. Such
links should not be interpreted as endorsement by us of those linked websites. We
will not be liable for any loss or damage that may arise from your use of them.

Viruses

We do not guarantee that our Website will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer
programmes and platform in order to access our Website. You should use your own
virus protection software.

You must not misuse our Website by knowingly introducing viruses, trojans, worms,
logic bombs or other material which is malicious or technologically harmful. You
must not attempt to gain unauthorised access to our Website, the server on which
our site is stored or any server, computer or database connected to our Website.
You must not attack our site via a denial-of-service attack or a distributed denial-of
service attack. By breaching this provision, you would commit a criminal offence
under the Criminal Damage Act 1991. We will report any such breach to the
relevant law enforcement authorities and we will co-operate with those authorities by
disclosing your identity to them. In the event of such a breach, your right to use our
Website will cease immediately.

Linking to Our Website

You may link to our home page, provided you do so in a way that is fair and legal
and does not damage our reputation or take advantage of it.

You must not establish a link in such a way as to suggest any form of association,
approval or endorsement on our part where none exists.

Our Website must not be framed on any other site, nor may you create a link to any
part of our site other than the home page or a Market home page.

We reserve the right to withdraw linking permission without notice.

The website in which you are linking must comply in all respects with the content
standards set out in these Terms of Use.

If you wish to make any use of content on our site other than that set out above,
please contact
support@neighbourfood.ie.

Third Party Links

We can under no circumstances be held responsible for the technical availibility of
third party websites from which you gain access via the Website.

We accept no liability for content, advertising, products and/or services available on
such third party websites and we are not responsible for any transaction occurring
between you and a third party website.

Advertising
We reserve the right to insert on any page of the Website or in any communication with users
any form of advertising or commercial message. You understand that we may transmit any
advertising content or promotional content on the Website and in its communication with you or
other users.

Waiver
Any failure by us to require strict performance of any of your obligations under these Terms of
Use, and any failure by us to exercise any of the rights or remedies to which we are entitled,
shall not constitute a waiver of such rights or remedies and shall not relieve you from
compliance with such obligations. A waiver by us of any default shall not constitute a waiver of
any subsequent default. No waiver by us of any of these terms shall be effective unless it is
expressly stated to be a waiver and is communicated to you in writing.

Severability
If any of these Terms of Use are determined by any competent authority to be invalid, unlawful
or unenforceable to any extent, such term, condition or provision will to that extent be severed
from the remaining terms, conditions and provisions which will continue to be valid to the fullest
extent permitted by law.

Indemnity
If you are accessing the Website in the course of a business, you will indemnify and hold
harmless the Company against any charges, complaints, actions and/or claims for which the
Company could be held liable following any violation by you of any one of your obligations
under these Terms of Use, and/or the Terms of Use for Hosts and Producers
to the extent they apply and you undertake to compensate us for any liabilities to which it could be subject and to pay for all
the fees, charges and/or sentences to which we could be subject as a result.

Sanctions of breaches

In the event of any breach of these Terms of Use (and/or of the Terms of Use
for Hosts and Producers to the extent they apply) or violation of
applicable laws or regulations, we
reserve the right to take any appropriate measure, including without limitation:
a) suspending or terminating access to all or part of the Services of the User
who committed the breach or offence and any User who participated in any
such breach;
b) removing any content published on the Website;
c) publishing on the Website any notice that the Company deems useful;
d) alerting all relevant authorities; and/or
e) taking legal action.

Any suspension or termination shall take full effect on the date we send the
communication to the User and the User’s account will be automatically cancelled
without further notice, without prejudice of any other rights we may have.

Applicable law and jurisdiction
These general terms and conditions are governed by Irish law. In the event of a dispute
regarding the validity, interpretation and/or execution of these general terms and conditions, the
parties submit to the exclusive jurisdiction of the Irish courts.

Section B - Sales Process

The following section explains the process by which Customers buy and sell Products on the Website
via the Market sales space. Once you have registered an Account and selected a Market to
join, you will be able to access any sales taking place within your chosen the Market ("Sales​").
You cannot take part in a Sale unless you are registered with the Website and a member of at least
one Market.

How the contract is formed between Customers and Producers

Please note that when you purchase Products on the Website the resulting legal
contract is between you and that Producer and is based on the terms set out in this
section B (the "Agreement​"). Even though we may help facilitate the transaction, all
transactions are entered into between you and the Producer, and we shall not have
any liability, obligation or responsibility in connection with any transaction between
you and the Producer.

Each Order you place shall be deemed to be an offer by you to purchase the
Products subject to this Agreement and the applicable product details. After you
place an Order, you will receive an e-mail acknowledging that we have received
your Order ("Order Acknowledgement​"). However, please note that the Order
Acknowledgement does not mean that your offer has been accepted. The
Producer’s acceptance or non-acceptance of your Order will take place as
described in section 1.3 below.

No Order shall be deemed to be accepted by the Producer unless the minimum
revenue threshold for that specific Producer has been reached, or the
Producer decides, notwithstanding that the minimum revenue has not been met, to fulfil the
Order. The contract between you and the Producer will be formed when the Order
confirmation email (the "Order Confirmation​") is sent to you and will relate only to
those Products and/or services notified in the Order Confirmation.

You understand that if a Producer’s minimum revenue threshold has not been reached
the Producer is not compelled to accept your offer and, accordingly, may not fulfil
Orders made by you on the Website. You will receive an Order Confirmation via
email, confirming whether an Order will be fulfilled in whole, fulfilled in part, or not
fulfilled at all, as the case may be, at least 6 hours before the
intended collection time.

You should carefully review the terms of this Agreement, the Order Confirmation
and the applicable details on the product page in relation to the Order.

When an offer to purchase has been accepted, Producers will do all that they can to
ensure that your Order is fulfilled. Products are, however, subject to availability,
market and weather conditions and seasonal changes so there may occasions that
a Product is not available for collection. If Producers are unable to deliver an item
you have ordered, you will not be charged for it. We will, however, bear no liability
for unavailability of Products.

Access to the Sales

Each Market includes a space (the "Sales Space​") in which Customers
place their Orders directly with the Producers (the "Orders​") and provide payment. The sale of
Products is settled directly between Customers and Producers within the
Sales Space of each Market.

As a result, it is compulsory for Customers to access the Sales Space to place their
Orders. Customers are forbidden from proceeding in any other manner. Any sale
conducted outside the Sales Space will not be considered as having taken place on
the Website and releases the Market Hosts and the Company from the
obligations to which they are subject in these Terms of Use and the Terms of Use for
Hosts and Producers.

A Sale is organised through the Website as follows:

Before any Sale, Producers must have created notes summarising the
characteristics of their Products (the "Product File​") and establish
conditions according to which they intend to sell the Products, in particular
with respect to quantity and price (an "Offer​").
They must also set the minimum threshold of Orders required for an Order
to be approved and for the Products to be delivered by the Producer in
question, in accordance with the conditions set out hereafter.

Prior to and during the Sale, the Market Host selects the
Offers which will be put forward for Sale, according to the nature of the sale he or she
intends to organise, and fixes the date (the "Collection Day"), as well as
the timetable (the "Timetable​") in which the delivery of the Products will
take place (the "Collection"). He or she informs the Producers of the
selected Offers, the Collection Day and the Timetable.

He or she opens the Sales and informs the Customers of the Market at
least 96 hours prior to the Collection.

The Market Host may also add new Offers at any time during the Sale.

The Market Host and the Producer
may also modify or withdraw Offers at
any time. However such modifications or withdrawals bear no
consequences on Orders placed by Customers before such modification or
withdrawal.

The Producer is irrevocably bound by the Orders placed in response to his
or her Offers, and is not permitted under any circumstances to refuse to
carry them out with the exception of the following cases:
(i) force majeure;
(ii) unavailability of the Products, in which case the Producer is
to explain to the Company and Customers the reasons for such
unavailability; or
(iii) the minimum threshold for Orders required by the Producer
is not reached.

The Sale is automatically closed at the latest at 2:00 AM the day before the
delivery. However the sale of certain Products (for instance, meat and dairy
products) may be closed at any time for reasons relating to organization,
availability or logistics.

Producers will have a period of time after a Market closes,
in which to decide on whether to fulfil Orders for a Collection if they haven't reached
their minimum threshold of orders.

If at the time a Sale is closed, the minimum threshold of Orders required by
a Producer has not been reached, the Website will immediately
inform the Customers affected that the Sale between the Customers and the
Producers has been cancelled, having failed to reach the required
threshold. This notification will come in the form of an email.

In the event of a cancellation, Users will be informed, notably via the Order
Confirmation (as defined below) which they are sent.

After the closure of a Sale, the Company will produce an Order Confirmation
for each Customer and Producer, summarising:
(i) for each Producer: Order details by Customer, the total price
of each Order and the price per Product, as well as the
information relating to delivery (address, contact,
Collection Day and Timetable); and
(ii) for each Customer: the details and total price of his or her
Order, the price per Product bought, as well as information
relating to delivery (address, contact, Collection Day and
Timetable).

The Order Confirmations are communicated by Market Hosts to
Customers and Producers at least
6 hours prior to the Collection Day.

Payment of Orders as well as Delivery and Collection of the Products are
completed in accordance with the provisions in sections 4 and 5 below.

The Market Host may be assisted in the implementation of Sales and
Collection
by any User of his or her Market. Such Users acknowledge that they are acting
voluntarily and in the spirit of shared community. In this respect, they waive any
entitlement to remuneration, compensation or damages.

Placing Orders

The Sales Space and our communications to you in relation to any Order or contract
will be in English. The Sales Space allows you to review your Order and make any
corrections before submitting it to us and by submitting the Order you confirm that
you have made any such corrections.

To place an Order, Customers must select the Products from the list of Offers
presented by the Producers and then selected by the
Market Host. All Orders
must be made within the Order deadlines specified on the Sales Space.

The Customer can access a summary of the Products in their basket at any time
before their Orders are confirmed. The Customer can correct potential errors at any
time before the deadlines published on the Market page.
Customers receive an Order Confirmation from the Market
Host at the latest 6 hours before
the Collection Day.

Submission of an Order amounts to an offer to enter a contract to buy the Products
from the individual Producers. Furthermore, as long as the Sale is open,
Customers may directly cancel their Order from the Website or contact as quickly as possible
the Host for assistance in cancelling their Order. The Host
will endeavour to assist them with such cancellation. As soon as the Sale is closed, Customers are
irrevocably bound by their Orders once the Order Confirmation is sent and such
confirmed Orders cannot be cancelled as set out in section 6 below. No Order
can be cancelled and no new Orders may be placed after the Sale is closed and the
Order Confirmation is sent to the Customer.

The Company provides Customers with a technical tool summarizing their Orders and
the history of their payments, which is accessible from their Account Page.

Price and payments(a) Mechanisms of payment

The sale prices of Products are displayed in the Offers, and are the exclusive
responsibility of Producers. They are given in Euro (€) in Ireland and Pound Sterling (£) in the UK
and include any tax. The sale price fixed by the Producers includes all commission
owed to the Market Host
and to NeighbourFood Ltd.. No supplement may be billed for the delivery and the
Collection of Products on the Collection Day.

The total price is stated in the Offer at the time the Order is placed and is due for
payment when the Order is placed.

Payment is made online, through the Payment Service or by any other means
offered on the Website.

Payment must be received before completion of the Sale. A payment authorisation is produced
and the Customer's bank account will be immediately debited.

The Company will issue an invoice in the name of and on behalf of the Producers
for all purchases made after the Market Host has approved delivery of the
Products as set out herein.

(b) User Electronic Payment

When Customers carry out a payment in accordance with the conditions set out
above, the payment process takes place in the following manner:
(i) Once a Customer has placed his or her Order, he or she is invited to provide
payment in accordance with the mechanisms described in paragraph a)
above.
(ii) The Customer's bank account is immediately debited in the amount
corresponding to the sum total of Orders placed.
(iii) The sum debited from the Customer's account is automatically transferred
to the Customer's e-wallet.
(iv) Refunds for Customers must be processed before a Collection
is marked as completed. Refunds will need to be dealt with outside of the NeighbourFood platform
after a Collection is marked as closed
(iv) Once a Host marks a Collection as completed,
funds are transferred to the Producers and Host
e-wallet and then transferred to their bank account. Transfers to the Producers
and Host bank accounts can take up to 2 business days to process.
(v) Commission due to NeighbourFood Ltd. is paid after a
Host marks a Collection as closed.
(a) Mechanisms of payment

An E-Wallet is allocated to the Customers in Order to implement the
Services, and to provide the payment described above. This E-Wallet is
linked to the bank account Customers use to pay for purchases they make on the
Website.

When Customers carry out a payment in accordance with the conditions set out
above, the payment process takes place in the following manner:

Once a Customer has placed his or her Order, he or she is invited to provide
payment in accordance with the mechanisms described in paragraph a) above.

The Customers bank account is immediately debited in the amount
corresponding to the sum total of Orders placed.

The sum debited from the Customers account is then held in the E-Wallet.

Upon the Host closing of the Collection, the
payment is transferred to the Producers Electronic Wallet. In the event that a
Collection is cancelled, particularly if the minimum threshold of Orders set by
the Producer is not reached, the sum corresponding to undelivered Products will then be
refunded directly to the Customers bank account.

The commission due to the Market Host and
NeighbourFood is then debited and immediately transferred by the Payment Service, from the
Producers E-Wallet to their bank account.

Delivery of the Products

Delivery of the Products is carried out in accordance with the following provisions:

It is carried out directly between the Customers or their Agent and the
Producers or their Agent on a delivery site chosen by
the Market Host.

The Market Host is present on the
Collection Day during the Timetable
and verifies the conformity of the delivered Products with the Order
Confirmation.

Customers commit to taking delivery of the Products they have ordered
through the Market to which they belong, directly from the
Producers or their Agent, on the Collection Day and
during the Timetable. Customers
must also immediately verify the conformity of the Products with the Order
Confirmation, in the presence of the Market Host.
Customers cannot refuse or return
any Product which matches the Order Confirmation.

If a Customer does not receive all of the Products he or she has ordered, he
or she must immediately inform the Market Host.
In this event, the Customer will be refunded the sum corresponding to the
undelivered Product(s).

The Market Host must either return all Products, which
a Customer has failed to take delivery of beyond the Timetable to
the Producer or their Agent along
with any items not in conformity with the Order Confirmation; or make arrangements with the
Customer for an alternative collection point upon agreement with the
Producer.

Customers expressly accept that they are not able to ask for a refund or a
later delivery of Products which they have ordered but failed to take
delivery.

In the absence of any confirmation according to the provisions set out
above, the delivery of Products in accordance with the Order Confirmations
will be considered confirmed by the Market Host.

Confirmation of delivery of the Products entails the issuing of invoices, to
the Customers and Producers by any appropriate means, as well as
commission invoices for the Company and Market Hosts,
which are sent to the Market Hosts and
the Producers by any appropriate means.

Any registered Customer can assist other registered Customers,
in compliance with these Terms of Use and the Terms of Use for Hosts
and Producers if they shall apply.
This Customer agrees to intervene in a voluntary basis and in accordance
with a collaborative and community approach. This Customer agrees not to
claim any remuneration or compensation of any form whatsoever for its
services.

Complaints
Users commit to submit complaints only to the Market Host regarding the
Products or the Services. The Market Host will transmit these
accordingly, to the Producers and/or the Company. An answer will be provided as soon as possible.

Terms of Use For Hosts and Producers

These Terms of Use outline the rights and obligations of all Market Hosts and
Producers registered on the Website (together, the "Professionals​", "you​" or "your​") and should be
read in conjunction our website’s general terms of use (the "Terms of Use​") at
https://www.neighbourfood.ie/terms-of-use.

Defined terms, unless otherwise indicated herein, shall have the same meanings as in the Terms of
Use. To the extent that any provisions of the Terms of Use conflict with these Terms of
Use, these Terms of Use shall prevail with respect to all Professionals.
Sections A and E apply to both Market Hosts and Producers
alike. Section B applies to Market Hosts only.
Section C applies to Producers only. Section D sets out the Company’s obligations.

Section A - General

You are fully aware that in order for us to implement the Services, you will collect and process Users’
personal data, including Customers’ personal data. Therefore, you are required to comply with the legal
framework relating to the protection of personal data and our Data Privacy Policy (the "Data Privacy Policy​").

You are required to confirm your acceptance of these Terms of Use and confirm that you
agree to comply with and be bound by them by ticking a box confirming your agreement at the time of
registration as an Market Host or Producer, as applicable.

If you do not agree to these Terms of Use or the Data Privacy
Policy, you must not register as a Professional on the Website and you may only access the Website
and use the Services as either a Customer or a guest, subject to the Terms of Use.

Section B - Provisions Applicable to Market Hosts

The organisation of the Market is a professional and commercial activity in which you act, with
complete independence and at your own risk, as a link between the Customers and Producers
registered with your Market. Nothing contained in the Terms of Use, these Terms of
Use or from the practical organisation and operation of the Market (the
"Services​"), shall be construed or have effect as constituting any relationship of employer and
employee, employer and worker, partnership or joint venture between the Company and you, or
between the Company and anyone supplied by you to perform any part of your Services as Market
Host. The Terms of Use, these Terms of Use or the Services shall
not constitute you or anyone supplied by you to perform any part of the Services as Market
Host being an agent or a worker of the Company.

You, in your capacity as Market Host, are not party to the sales contract between
Customers and Producers and will not be responsible for the performance of
the contract between the Customers and
Producers or the quantity, quality, transportation, storage, conservation, delivery or compliance of any
Products supplied by the Producers.

Obligations of Market Hosts

You are required to comply with all applicable laws and regulations (including any statute,
regulation, by-law or subordinate legislation in force from time to time, the common law and law
of equity, any binding court order, any applicable industry code, policy or standard and any
requirement of a regulator to which you are subject ("Applicable Law​")) and to pay all taxes,
National Insurance contributions, levies or duties to which you may be subject, and to provide all
benefits which you are required to provide, through your creation, development and management
of your Market and, more generally, through your use of the Website.

You are required to comply with each of the Terms of Use, these Terms of Use and the Data Privacy Policy at all times.
You shall ensure that (i) all Sales take place and are managed exclusively through the Website
and (ii) you only solicit Customers through the Website (and any other means made available by
the Company).

Application Process

If you wish to organise an Market you must first register with the Website as a
Host.

You must provide all information and documentation requested as part of the application process.
Incomplete application forms will not be considered. We may request any additional information
which we, in our sole discretion, deem necessary as part of the application process.
We have complete discretion in determining whether to accept your application, taking particular
note of whether your application demonstrates that you are capable of providing the successful
delivery of Services, organisation of Sales and Collections according to our material, technical
and commercial requirements.

You will be informed by email of the outcome of your application. Should your application prove
successful you will be directed to follow the instructions provided to you on the Website or in the
confirmation email we send you.

Should your application prove unsuccessful you may continue to be involved with the Website as
a Customer in any Market or use the Services as a guest.
In no event will you have any
recourse against the Company or any right to request compensation from the Company as a
result of an unsuccessful application. Procedure for Creating and Opening an Market.

Preparation

Should your application be successful you shall immediately begin the preparation of your
Market, unless postponed by the Company (the "Preparation​").

As part of Preparation, unless delayed by us, you will be required to find a suitable Collection site
for the Delivery of Products ordered by the Customers of the Market within
2 weeks of
receiving confirmation that your application has been successful (or from receipt of a notification
from us that you can commence Preparation if previously delayed by us). At the end of this
2 week period you will be required to provide evidence to us that:
a) you are legally authorised to occupy your chosen venue, whether temporarily or
otherwise;
b) the venue allows for the organisation and the realisation of the Sales and the
Collection in accordance with the terms of these Terms of Use and the
Terms of Use and will ensure that the Services are well executed; and
c) the venue conforms with all legal requirements and regulations applicable to the
Services.

We may also ask you for any additional documentation or information which we, in our sole
discretion, deem necessary as part of Preparation.
If you are unable to provide the Company with the evidence required above within
2 weeks,
we may decide in our sole discretion to revoke your Market Host status for
the Market in
question. You may, however, continue to use the Services as a Customer or a registered user.

Building

You shall not commence the building of your Market (the "Building​") until we have approved
the proposed Collection site during Preparation and you have notified us of your intention to
proceed with the launch of the Market and to undertake its Building.

During the Building phase, you are required to develop a database of the Customers and
Producers that will form part of your Market.
You will be required to do the following:
a) provide us with any documentation relating to your professional status, all relevant identification documents,
as well as any documentation that evidences the completion of administrative, fiscal and
social obligations;
b) provide us with the Collection Day and Timetable which you propose for the first
Collection, which shall be
subject to our prior approval; and
c) upload the relevant documentation so that our Payment Service Mangopay can
validate your business and set you up for commission payments.

If you are unable to provide the Company with any of the information required above, we may in
our sole discretion refuse the opening of your Market.
The Market must be opened in accordance with these conditions within
6 months of the
launch of Building. If a Market is not validly opened within this
6 month period due to any
fault of yours, we may suspend you from acting as an Market Host. You will not be entitled to
claim any damages, compensation or remuneration solely as a result of such suspension.

Opening of the Market and Sale Space

Following Building, the Market will go live via a dedicated space on the Website, and the Sale
Space will be opened to members of the Website.
The opening date of the Sales Space will be determined by us in our absolute discretion. We
reserve complete discretion to delay the date and/or to decide that the number of Customers
and/or Producers is insufficient and/or due to our management or organisational constraints.

Organisation of the Market

You shall be responsible for the management and organisation of all Markets that you operate
via the Management Space. In particular, you will be responsible for:
a) ensuring that the information included on the Market's homepage, which
introduces the Market and provides the Market’s latest news,
is kept up to date;
b) managing of the Customers and Producers, including the database
of Customers and
Producers, and, more generally, of the Market in accordance with these
Terms of Use;
c) organising of the Sales in accordance with the procedures laid down in the Terms of
Use. In this regard, you confirm that you understand and accept that:
i. you will act with due diligence and in good faith
ii. you are responsible for and assume liability for all information you provide in the
course of the approval of Products for Collection. In the case of an error or an
omission to the detriment of the Customers and/or the Producer, you will bear all
costs and accept that we shall not be liable in this respect; and
iii. the information contained in the aforementioned approval shall be admissible for
the calculation of your remuneration, without any possibility of dispute; and
d) employing all personnel provided by you to operate the Markets. You warrant and
represent that all such personnel are employed by you under a written contract of
employment, and you undertake to immediately inform the Company in writing if any
such person performing any part of your obligations under the Terms of Use, these
Terms of Use ceases to be employed by you.

To assist with the management of your Market, we shall ensure that the following functionality
is made available in the Management Space: (i) a space for the invitation of Customers; and (ii) a
space to search for and invite Producers, which allows you to contact any
Producer registered on the Website.

You will shall endevour to encourage all producers to be present for the duration of a Collection
in order to maintain our ethos of direct to consumer trade.

Remuneration of the Market Host

Your Remuneration as an Market Host (of a
NeighbourFood branded market) will consist in a
commission of 10.00% of the amount, excluding taxes, of the
sales revenue made by the Producers
for each Sale with the Customers of your Market.

Your Remuneration as an Market Host (of a
white labelled branded market) will consist in a
commission of 9.00% of the amount, excluding taxes, of the
sales revenue made by the Producers
for each Sale with the Customers of your Market.

This commission has to be paid by the Producers.
You will not perceive this commission in case of the cancellation of the Sale or if the
Products are not delivered.
Your Remuneration will be paid to your e-wallet, within the terms set in Section B - Article 4 of our Terms of Use.

You authorise us to invoice, in your name and on your behalf, your
commission to the Producers for each Sale.
All payments will be made inclusive of VAT where applicable.
We shall provide you with a technical tool that summarises bills generated and
payment history, which is accessible from your portal.

Unavailability

You must provide the entire Market community with reasonable notice in the event that any
Collection Days will not be held on the advertised date.
If you are unable to maintain a Collection Day despite the Sales having already been finalised,
you must immediately inform the Customers and Producers of
the Market and seek to find in
good faith an alternative arrangement.

Closing a Market

You can choose to close your Market at any time and for any reason, provided that:
a) the Customers and Producers are given at
least 1 months’ notice;
b) any existing Sales are carried out;
c) you have fulfilled all obligations incurred under all transactions;
d) you have informed us of your intention to close the Market
1 months in advance; and
e) you have received all commission due for Sales carried out before the date of
closure.

We shall also have the right to close any Market:
a) that, after 6 months activity, has not yielded at least twenty (20) orders a month for a
period of three (3) consecutive months by providing one (1) month’s notice of the
Company’s intention to do so. You will have no right to any damages, compensation
or remuneration as a result of such closure; or
b) in the event that you are in breach of these Terms of Use and/or Applicable Laws and if
capable of remedy you have failed to remedy such breach within 14 days of
notice from us informing you that you are in breach. In this instance, we also reserve
the unequivocal right to exclude you from the Website.

Following receipt of a notice to close the Market from us, you must:
a) promptly inform all Customers and the Producers of the closure;
b) abstain from organising any further Sales; and
c) carry out your obligations under these Terms of Use and the Terms of Use until the
Market has been closed.
You will be fully responsible to all Customers and Producers for
the consequences of the closure of your Market.

Closure of an Market, whatever the cause, automatically entails the loss of
your Market Host status. However, provided you have not been
excluded from the Website, you may continue to use the Services as a Customer or registered user.

Indemnification of the Company

You shall at all times indemnify and keep indemnified the Company on demand from and against
any and all costs, claims, penalties, liabilities and expenses incurred in respect of:
a) income tax, National Insurance contributions, VAT or other contributions or benefits
due by you in relation to the organisation of the Market; and
b) the warranty and representation set out at 4(e) above being untrue, and/or non
compliance with the undertaking set out at 4(e) above.

Restrictions on Ceasing to be an Market Host

Since you are likely to obtain confidential information in the course of providing the services of
Market Host to the Company, and you are likely to gain personal
knowledge of and influence over Producers and Customers, as well
employees of the Company and others performing services for the Company, you hereby agree with the Company that in
addition to the other Terms of Use and without prejudice to the other restrictions imposed upon you by
law, you will be bound by the covenants and undertakings contained in this Section B-9. In this
Section B-7, unless the context otherwise requires:
"Customer" means any person who is a Customer of the
Market during the Relevant Period and with whom you (or any of your personnel) had direct
contact during the Relevant Period;
"Relevant Period​" means the period for which you are an Market Host;
"Restricted Employee​" means any person who was a director, employee or consultant of the
Company at any time within the Relevant Period who by reason of that position and in particular
his seniority and expertise or knowledge of confidential information of the Company or the
Producers, or knowledge of or influence over the Customers,
Prospective Customers or contacts of the Company, is likely to cause damage to the Company
if he were to leave the employment of the Company and become employed by a competitor of the Company; and
"Restricted Period​" means the period commencing on the date your appointment as an
Market Host terminates and continuing for 6 months thereafter;
Both during the Relevant Period and during the Restricted Period, you will not, without the prior
written consent of the Company, whether by yourself, through your employees or agents or
otherwise and whether on your own behalf or on behalf of any person, directly or indirectly:
a) in any geographic area in which the Market is active at the time you were the
Market Host, carry on, be concerned or assist in any way, a business which is or
would be in competition with any part of the Company as it was carried on at the time
you were an Market Host;
b) canvass, solicit or endeavour to solicit or induce, or otherwise seek or accept the
custom of any Customer;
c) canvass, solicit or endeavour to solicit or induce any Producer to cease to deal with
the Company and shall not interfere in any way with any relationship between a
Producer and the Company; or
d) employ or engage, or offer to employ or engage, or solicit or otherwise entice or
attempt to entice away from the Company, any Restricted Employee.

You also hereby undertake to the Company that you will not at any time:
a) during the period in which you are engaged by the Company to provide the services
of Market Host or after the termination of that engagement,
engage in any trade or business or be associated with any person engaged in any trade or business using
any trading names used by the Company or any Group Company, including the
names or incorporating the words "NeighbourFood Market"
or "NeighbourFood";
b) after the termination of your engagement by the Company make any public statement
in relation to the Company or any Group Company or any of their officers or
employees; or
c) after the termination of your engagement by the Company represent or otherwise
indicate any association or connection with the Company or
for the purpose of carrying on or retaining any business represent or otherwise
indicate any past association with the Company or any Group Company.
Each undertaking in this section 7 above is a separate undertaking of the
Market Host and
shall be enforceable separately and independently by the Company. Each such undertaking is
considered fair and reasonable by the parties.

You are required to:
- comply with all Applicable Laws and to pay all taxes, levies or duties to which you are
subject as a result of your commercial activity as a distance seller and more generally
in the context of your usage of the Website. You agree and understand that the
Market Hosts and the Company will under no circumstances have
liability in this regard;
- comply with all Applicable Regulations and Laws that apply in the country you carry
out your professional activity regarding particularly, but not limited to:
- the Products presentation, packaging and labeling, the price setting,
- hygiene and security, particularly, but not limited to, during the production,
processing, packaging, transportation, storage and distribution of the
Products. The Producer shall ensure that the venue for the Delivery comply
with all legal requirements and applicable regulations, in particular oversees
the proper upkeep and the hygiene of the Delivery site. If not, the Producer
shall invite the Market Host to adapt or change the venue. If any of the
required changes are missing, the Producer may cease to deliver the
Market without observing the period notice that shall apply in any other
situation.

You are required to comply with each of the Terms of Use, these Terms of Use and the Data Privacy
at all times.
You shall not use the Website to organise any sales outside of the Website. You may only sell
Products at the Collection site that you have sold via the Website and you must not make any
additional sales at a Collection site which have not been made via the Website.
You are solely responsible for the Offers that you provide through the Website and the
compliance of these with applicable laws and regulations in the country in which you operate.
You are solely responsible for the fulfilment of the sales contract with the members as well as for
the quantity, quality and compliance of the delivered Products and the risks linked to their
transportation, storage, conservation and delivery.

You shall ensure that the Products you offer for sale through the Website are available and that
you have all required rights and authorisations to sell these Products.
If you wish to be listed as a Producer on the Website you must register with the Website as a
Producer.

Your participation as Producer on the Website or in a new Market can be
initiated in one of two ways:
- by your acceptance of an invitation from the Market Host or us; or
- by a direct request from you, subject our’s and the Market
Host's approval.
You must fully complete the following application forms which can be found on our Website:
- a form relating to your professional life, illustrated should you wish with a gallery of
photographs showing your establishment and team (the "Producer Folder​"); and
- a form relating to the proposed Products to be sold, with corresponding photographs
should you wish (the "Product Catalogue​").
You shall ensure that the information provided in the Producer Folder and the Product Catalogue
remains accurate and up to date at all times.
You must also:
- provide the Company with any official document evidencing your status as a professional, any related identity
document, as well as any documentation which evidences your fulfilment of any
required administrative, fiscal and social obligations; and
- upload the relevant documentation so that our Payment Service Mangopay
can verify your business and set you up for pay-outs to your bank account.
You must provide all the information and documentation requested as part of the application
process. Incomplete forms will not be considered.

We also reserve the right to request any additional information which we, in our sole discretion,
deem necessary as part of the application process. We have complete discretion in determining
whether to accept your application, taking particular note of whether your application
demonstrates that you are capable of providing the successful delivery of Services and
organising Sales and Collections according to our technical and commercial requirements.
You shall have no recourse against us and no right to request compensation from us for any
unsuccessful application. However, an unsuccessful application does not preclude the
opportunity to participate in Markets as a Customer or to use the
Services as a guest.

Successful Applications

If you are successful in your application to register as a Producer, you will be invited to
add your product catalogue and join markets, as described in the confirmation email we send you.

You are free to participate in Sales in either all or some of the Markets with which you are
registered and to which
you can offer all or some of your Products in accordance with the Collection Day and the
Timetable.

Prior to any participation in Sales, you shall create your Product Files, for which you will be solely
and completely responsible, which shall be kept on the Product Catalogue. All Product Files shall
contain:
a) the name of the Product, including the name under which the Product is sold, as well
as its origin if the omission of this information could threaten to mislead the
consumer;
b) a precise description of the Product, of the processes of manufacture (if applicable),
as well as any statements and information required by any Applicable Law or guidelines
governing the preparation and labelling of foodstuffs and any advertising and
marketing Applicable Laws; and
c) a photograph chosen to illustrate the Product.
You may keep your Product Files for as long as you wish and they may be modified, added to or
deleted, provided that no Offer may be changed or deleted if an Order has already been placed
and has not yet been delivered.

You shall also create in good faith Product Pages providing a full and accurate description of the
Products in the language of the country in which you operate.

After completing your Product Catalogue in accordance with the procedures set out above, you
shall create your Offers, which must include, inter alia, the essential characteristics of the
Products, their price (per batch, per unit, by volume or by weight, as appropriate taking into
account your obligations under Applicable Law), as well as all information pertaining to
availability.

Subject to the prior approval of the Market Customer, you may add new Offers
at any time. You will decide, for every Market that you are registered with, the minimum Orders threshold
above which you are able to deliver the ordered Products.

If the minimum number of orders is not reached, you shall have a period of time (specified by the
Market Host) to accept
the orders notwithstanding that they have not reached the minimum order
level. After this period has elapsed and unless you have expressly accepted the order, the
Orders in question will be deemed cancelled and you shall have no obligation to complete such
orders.

On acceptance of an Order, you enter into a binding contract with the Customers for the Products
(and Delivery thereof).

You have absolute discretion and responsibility for setting the price at which the Products will be
sold on the Website. You shall quote this price in Euros (or Pounds Sterling in the UK), inclusive of all taxes and must
not impose any kind of supplementary cost related to the delivery and the collection of Products.

Implementation of the Sales

Sales are concluded directly between the Producer and the Customers in the
Sales Space of each Market. Any sale undertaken outside the Sales Space is considered as not
having taken place on the Website and frees the Market Hosts
and the Company from any obligations to which they would otherwise be bound under these Terms of Use.

We shall provide confirmation once a Sale has occurred by way of an Order Confirmation.
You must check the conformity of all Order Confirmations and notify the relevant Market
Host
of any errors or omissions within 6 hours of receipt. If you fail to notify the
Market Host of
any errors or omissions within this time frame you shall bear any charges or costs resulting from
any non-conformity.

Delivery

General

You shall deliver your Products, either personally or by an authorised distributor acting on your
behalf, on the Collection Day in accordance with the Timetable.

You must reclaim any Products that are either not picked up by a Customer or not compliant with
the Order Confirmation at the end of each Timetable timeslot and are responsible for their lawful
disposal.

Producers representation

Any Producer who could not attend the Delivery and therefore could not assure the Delivery of its
Products in person can be represented by another Producer (hereinafter the
"Producer Agent​").
This mechanism shall be used by any Producers wishing to mutualize means.

The Producer undertakes to inform the Producer Agent of all
applicable obligations within these
Terms of Use or any applicable regulations, especially relating to the hygiene and
security of the Products. The Producer who mandates another remains solely liable for the proper
execution of these obligations.

Notwithstanding the provisions above, Producers undertake to give their best efforts to attend as
much as possible to the Deliveries in order to deliver in person their Products to the Customers of
the Market.

Unavailability

In the event that you are unable to deliver the Products on the Collection Day and/or during the
Timetable, despite the Sale being concluded, you must immediately notify the relevant Market
Host, who will immediately notify the relevant Customers.

In this event you must attempt to find a reasonable solution. If you are unable to find a solution,
the Customers will not be charged the cost of their Order or, if they have already been charged,
they will be refunded.

Withdrawal and Exclusion of a Producer

The Company shall have the right to remove any Producer in breach of these Terms
of Use and/or any Applicable
Laws and who has failed to rectify such breach within fifteen days of delivery of a notice from the
Company.

You will be solely responsible to the Users and the Market Hosts
for the consequences of your withdrawal or exclusion.

Your withdrawal or exclusion as a Producer for whatever reason, automatically brings about the
loss of your status of Producer, the deactivation of your Market Management
Interface, and the deletion of your Producer File, Producer Catalogue and
Offers on the Website.
In the case of withdrawal, you may nevertheless continue to use the Services as a User or
registered guest.

Remuneration of the Company

For NeighbourFood branded markets, as a Producer you are
responsible for paying NeighbourFood Ltd. a commission equal
to 10% for and the relevant
Market Host a
commission equal to 10% of the total turnover excluding tax, for each Sale that
you receive from the Customers of all relevant Markets.

For white label branded markets, as a Producer you are
responsible for paying NeighbourFood Ltd. a commission equal
to 11% for and the relevant
Market Host a
commission equal to 9% of the total turnover excluding tax, for each Sale that
you receive from the Customers of all relevant Markets.

Your Remuneration will be paid to your Mangopay e-wallet, within the
terms set in Section B - Article 4 of our Terms of Use.

We will prepare an invoice addressed to you for each Sale and we will be paid immediately upon the completion of an Order
by a Customer.

The Company and the relevant Market Host will have no right to
receive commission in the event of the cancellation of a Sale or return of a Product by a Customer,
or the non-delivery of a Product.

The Market Host authorises the Company to invoice you, in his or
her name and on his or her behalf, for his or her commission on each Sale.
We provide the Market Host with a technical tool which summarises
invoices issued and shows payment history, accessible from his or her Management Space.

Remuneration of the Producer

Your remuneration as a Producer is determined by the price of the Products successfully
delivered to Customers, subject to any retraction or deduction of the commissions owed to the
Market Host and us.

Your remuneration will be paid to your Mangopay e-wallet.
You authorise us to invoice, in your name and on your behalf, the price of the Products to the
Customers purchasing your Products.

We shall provide you with a technical tool that summarises bills generated and payment history,
which is accessible from his or her Market Management Interface.

Section D - Additional Responsibilities of the Company

We shall comply with our obligations under each of the Terms of Use, these Terms of
Use at all times. We provide you with the technical models and tools
required for the Services you’re using on the Website. Your use of these are at your sole risk, and we
shall not be liable for your use and to the fullest extent permitted by law, we exclude all liability to you
arising from or in relation to such use.

Section E - Additional Provisions Common to all Professionals

Obligations relating to Information Provided

You shall ensure that all documentation and information provided to us and/or included on the
Website, whether in the context of your application or at a later stage, is accurate, up to date and
not misleading.

You shall be solely responsible for any losses arising (whether directly or indirectly) as a result of
or in connection with any failure of you to provide accurate, up to date and not misleading
information on the Website.

You must always indicate whether you are acting in your own name, as a legal representative of
a legal person or body, or on behalf of a legal person or body that you are duly entitled to
represent. In both of the latter cases, you must provide proof of such rights if requested by us.

We reserve the right to request any additional document or information, particularly those
regarding your identification needed to comply with the "Know Your Customer" policies related to
our Payment Service’s Terms and Conditions. Professionals hereby expressly agree to respond
without delay to this demand.

Payment Procedures

In order to provide Services and particularly in order to ensure you receive payment, all payment processing
services is managed by Mangopay. Payment between the
Producer and Mangopay is the responsibility of
Mangopay.

All amounts due to you in relation to Services provided are paid into the E-Wallet and are subsequently
automatically transferred to your designated bank account.

In order to benefit from the Services available to you on the Website as a Professional, you must
maintain an E-Wallet with the Payment Service.

In the event of termination of the contract between you and the Payment Service for whatever
reason you will automatically cease to be a Professional and will instead assume the status of a
Registered User.

Complaints

As an Market Hosts you are required to consider the complaints
of the Customers regarding the
delivery of Products without delay, and to offer all solutions in your power.

As an Market Hosts you must notify us and the
relevant Producers of any complaints with
regard to delivered Products without delay.

Once notified, the Producer shall be solely responsible for resolving complaints relating to their
Products without delay.

Market Hosts are also required to inform us without delay of any
disputes relating to any issues related to the collection of Products with Customers
or Producers which it cannot resolve. In
such cases, we will consider the best course of action for the correction of errors and omissions
and propose an equitable adjustment to the payment where appropriate, which the relevant
Customer and Producer must consider and come to agreement on.
Where the Customer and
Producer cannot agree, our decision will be final.

Limitation of Liability

Nothing in these Terms of Use excludes or limits liability for death or personal injury
arising from negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be
excluded or limited by Irish law.

To the extent permitted by law, all conditions, warranties, representations or other terms which
may apply to the Website or any content on it or the Services, whether express or implied, are
excluded.

We shall not be liable to any Professional for any loss or damage, whether in contract, tort
(including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under
or in connection with:
a) use of, or inability to use, our Website or the Services;
b) use of or reliance on any Content displayed on our Website;
c) loss of profits, sales, business, or revenue;
d) business interruption;
e) loss of anticipated savings;
f) loss of business opportunity, goodwill or reputation; or
g) any indirect or consequential loss or damage.

We will not be liable for any loss or damage caused by a virus, distributed denial-of-service
attack, or other technologically harmful material that may infect your computer equipment,
computer programs, data or other proprietary material due to your use of our Website or to your
downloading of any content on it, or on any website linked to it.

Severability

If any of these Terms of Use are determined by any competent authority to be
invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that
extent be severed from the remaining terms, conditions and provisions which will continue to be
valid to the fullest extent permitted by law.

Modifications

The Company reserves the right to modify these Terms of Use at any time. You
should check this page periodically to review any changes made to these Terms of
Use.

Should you refuse to accept the modified Terms of Use, you must de-register from
the Services or, if you wish to remain a registered user or become a Customer, immediately inform
us of your wish to renounce your status as a Professional.

Any Professional who continues to use the Services as a Professional after the entry into effect of
the modified Terms of Use is deemed to have accepted the modifications.

Waiver

Any failure by us to require strict performance of any of your obligations under these
Terms, and any failure by us to exercise any of the rights or remedies to which we are
entitled, shall not constitute a waiver of such rights or remedies and shall not relieve you from
compliance with such obligations. A waiver by us of any default shall not constitute a waiver of
any subsequent default. No waiver by us of any of these terms shall be effective unless it is
expressly stated to be a waiver and is communicated to you in writing.

Applicable law and jurisdiction

These Terms of Use are governed by Irish law. In the event of a dispute regarding the
validity, interpretation and/or execution of these Terms of Use, the parties submit to the
exclusive jurisdiction of the Irish courts.